| Wed 8 Dec 2010, 15:56 | | RLO - Reunert Limited - Repurchase announcement |
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RLO
RLO
RLO - Reunert Limited - Repurchase announcement
Reunert Limited
Incorporated in the Republic of South Africa
Registration number: 1913/004355/06
ISIN: ZAE000057428
SHARE CODE: RLO
("Reunert" or "the Company" or "the Group")
REPURCHASE ANNOUNCEMENT
1. INTRODUCTION
Reunert herewith announces the repurchase of 5 918 206 (3,0% of its issued
ordinary shares) ordinary shares, since and in accordance with the general
authority granted by Reunert shareholders at the annual general meeting held on
2 February 2010 ("the repurchase").
2. AUTHORISED REPURCHASE LIMITS
In terms of the special resolution:
(a) the general authority is limited to a maximum of 20% of
Reunert`s issued ordinary share capital; and
(b) any repurchase may not be made at a price greater than 10%
above the weighted average of the market value of the
ordinary shares for the five business days immediately
preceding the date of such repurchase.
A maximum of 39 437 057 ordinary shares could be repurchased in terms of the
general authority obtained from shareholders.
3. IMPLEMENTATION
Details are as follows:-
Total number of ordinary shares repurchased 5 918 206
Total value of ordinary shares repurchased R372 451 334
Highest price paid per ordinary share R65,74
Lowest price paid per ordinary share R57,27
Average price paid per ordinary share including R62,93
costs
The number of ordinary shares which may still be
repurchased by the company in terms of the 33 554 851
general authority
The percentage of ordinary shares which may still
be repurchased by the company in terms of the 17%
general authority
Ordinary shares in issue at 30 September 2009 197 185 285
Ordinary shares in issue on 2 February 2010 197 272 285
Ordinary shares in issue on date of this 198 301 785
announcement
Number of shares held in treasury after the 5 918 206
repurchase
The repurchases were effected through the order book operated by the JSE Limited
("JSE") and done without any prior understanding or arrangement between the
Company and any counter party.
The repurchases were made on the following dates in 2010: 20 August; 23 August;
24 August; 25 August; 26 August; 30 August; 31 August; 9 September; 16
September; 28 September; 30 September; 1 December; 2 December; 3 December; 6
December and 7 December.
4. SOURCE OF FUNDS
Repurchases to date have been, and future repurchases will also be, funded from
available cash resources.
5. OPINION OF THE DIRECTORS
The directors of Reunert have considered the impact of the repurchases and are
of the opinion that:-
5.1 Reunert and the Group will be able, in the ordinary course of business, to
pay its debts for a period of 12 months from the date of this announcement;
5.2 the assets of Reunert and the Group will be in excess of the liabilities of
the Company and the Group for a period of 12 months after the date of this
announcement, measured in accordance with the accounting policies used in the
last published financial statements;
5.3 the ordinary share capital and reserves of Reunert and the Group will be
adequate for ordinary business purposes for a period of 12 months from the date
of this announcement; and
5.4 the working capital of Reunert and the Group will be adequate for ordinary
business purposes for a period of 12 months from the date of this announcement.
6. FINANCIAL EFFECTS
The table below sets out the unaudited pro forma financial effects of the
repurchase on earnings per share ("EPS"), headline EPS ("HEPS") and normalised
HEPS ("NHEPS"), net asset value ("NAV") and net tangible asset value ("NTAV")
per share and diluted EPS, diluted HEPS and diluted NHEPS based on the audited
results of the Company for the period ended 30 September 2010.
The unaudited pro forma financial effects are the responsibility of the
directors and have been prepared for illustrative purposes only to provide
information about how the repurchase may impact shareholders assuming that the
repurchase of the 3% had been carried out on 1 October 2009 and because of its
nature may not give a fair reflection of the Group`s financial position, changes
in equity, results of operations or cash flows after implementation of the
repurchase or of the Group`s future earnings.
The financial effects of the repurchases are as follows:
Before After (note %
(note A) B) Change
Earnings per share (cents) 503,3 512,4 1,8
Headline earnings per share 505,5 514,7 1,8
(cents)
Normalised headline earnings per 515,7 525,2 1,9
share (cents)
Net asset value per share (cents) 2 324 2 203 (5,2)
Tangible net asset value per 2 095 1 968 (6,1)
share (cents)
Diluted earnings per share 498,8 507,9 1,8
(cents)
Diluted headline earnings per 501,1 510,2 1,8
share (cents)
Diluted normalised headline 511,1 520,6 1.9
earnings per share
(cents)
Notes
A. Based on Reunert`s audited group results for the year ended 30 September
2010.
B. The financial effects are calculated based on the assumption that the
repurchases had been carried out on 1 October 2009 and that the shares acquired
were included in treasury shares from that date.
C. Extracted from the published audited results of the Group for the period
ended 30 September 2010.
D. Adjustments to EPS, HEPS and NHEPS have been made on the assumption that:
D.1 the repurchase was effective on 1 October 2009;
D.2 the cash consideration of R372 million was financed out of available cash
resources earning interest at an average interest rate of 5.75%;
D.3 a company tax rate of 28% was applied;
D.4 a saving of R1.5 million in secondary tax on companies was made; and
D.5 cash saving of R15 million on dividends together with the interest thereon
was made.
E. Adjustments to NAV and NTAV at 30 September 2010 per share have been made
on the assumption that:
E.1 the repurchase was effective on 1 October 2009;
E.2 the cash consideration of R372 million was financed out of available cash
resources earning interest at an average interest rate of 5.75%;
E.3 a company tax rate of 28% was applied;
E.4 a saving of R1.5 million in secondary tax on companies was made; and
E.5 cash saving of R15 million on dividends together with the interest thereon
was made.
7. JSE LISTING
As all the ordinary shares have been repurchased by a wholly-owned subsidiary of
Reunert, none of the ordinary shares will be cancelled nor will the JSE listing
in respect of those shares be terminated.
Sandton
8 December 2010
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 08/12/2010 15:56:01 Produced by the JSE SENS Department.
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